<PAGE>
 
                                                                     EXHIBIT 3.2


                             AMENDED AND RESTATED
                                   BYLAWS OF
                      TRANSITIONAL HOSPITALS CORPORATION


    1.  Principal Office.  The principal office of the corporation in the State
        ----------------                                                       
of Nevada shall be 5110 W. Sahara Avenue, Las Vegas, Nevada, 89102. The name and
address of the Registered Agent in charge thereof shall be the Corporation Trust
Company of Nevada, One East First Street, Reno, Nevada 89501.

    2.  Other Offices.  The corporation may also have offices at such other
        -------------                                                      
places within and without the State of Nevada as the Board of directors may from
time to time determine or the business of the corporation may require.

                            MEETINGS OF SHAREHOLDERS

    3.  Place of Meetings.  All meetings of shareholders may be held at any
        -----------------                                                  
place, within or without the State of Nevada which may be designated by the
Board of Directors.

    4.  Annual Meetings.  An annual meeting of the shareholders shall be held on
        ---------------                                                         
the last Tuesday in May at 10:30 o'clock A.M. if not a legal holiday, and if a
legal holiday, then on the next secular day following at the same time, or on
such other day and at such time and place as may be fixed by the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may properly be brought before the meeting.

    5.  Special Meetings.  Special meetings of the shareholders, for any purpose
        ----------------                                                        
whatsoever, may be called at any time by the Chairman of the Board, the
President or by a majority of the Board of Directors.

    6.  Notice of Meetings.  A notice of each annual or special meeting of the
        ------------------                                                    
shareholders shall be given in writing by the Secretary or an Assistant
Secretary or, in case of his neglect or refusal, by any Director and shall
specify the place, the day and the hour of the meeting and the general nature of
the business to be transacted.  A copy of such notice shall be either delivered
personally to, or shall be mailed, postage prepaid, to each shareholder of
record entitled to vote at such meeting not less than 10 nor more than 60 days
before such meeting.

    7.  Adjourned Meetings and Notice Thereof.  Any shareholders' meeting,
        -------------------------------------                             
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares, the holders of which are
either present in person or represented by proxy thereat, but in the absence of
a quorum no other business may be transacted at such meeting.

     It shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which such adjournment is taken.
<PAGE>
 
    8.  Quorum.  The presence in person or by proxy of the persons entitled to
        ------                                                                
vote a majority of the voting shares at any meeting shall constitute a quorum
for the transaction of business except as otherwise provided by statute or by
the Articles of Incorporation.  The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.

    9.  Proxies.  At any meeting of the shareholders, any shareholder may be
        -------                                                             
represented and vote by a proxy or proxies appointed by an instrument in
writing.  In the event that any such instrument in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide.  No such
proxy shall be valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution,  Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the Secretary of the corporation.

   10.  Voting.  Every holder of record of common stock of the corporation shall
        ------                                                                  
be entitled at such meeting of shareholders to one vote for each share of stock
standing in his name on the books of the corporation.  Except as otherwise
provided by law or as otherwise fixed by resolution or resolutions of the Board
of Directors with respect to one or more series of preferred stock or as
otherwise provided in the Articles of Incorporation no other class of stock
shall have  voting rights.

   11.  Action Without Meeting.  Any action, except election of directors, which
        ----------------------                                                  
may be taken by the vote of the shareholders at a meeting, may be taken without
a meeting if authorized by the written consent of the holders of at least sixty-
six and two-thirds percent (66 2/3%) of the entire number of shares of each
class, consenting separately, of the outstanding stock of the corporation (even
though the right of any class to vote is otherwise restricted or denied), unless
the provisions of the applicable laws or of the Articles of Incorporation
require a greater proportion of voting power to authorize such action in which
case such greater proportion of written consent shall be required.  In no
instance where action is authorized by written consent need a meeting of
shareholders be called or noticed.

                                   DIRECTORS

   12.  Powers.  Each member of the Board of Directors shall be of full age and
        ------                                                                 
at least one such member shall be a citizen of the United States.  Subject to
the limitations contained in the Articles of Incorporation and in the Nevada
Revised Statutes, Chapter 78, as interpreted as to action to be authorized or
approved by the shareholders, all corporate power shall be exercised by or under
authority of, and the business and affairs of the corporation shall be
controlled by, its Board of Directors.  Directors need not be shareholders.
<PAGE>
 
   13.  Committee of Directors.  The Board of Directors may by resolution or
        ----------------------                                              
resolutions passed by a majority of the whole Board appoint an executive
committee and other committees, and may delegate to the executive committee any
of the powers and authority of the Board in the management of the business and
affairs of the corporation, except the power to declare dividends and to adopt,
amend or repeal Bylaws.  The Board of Directors shall have the power to
prescribe the manner in which proceedings of the executive committee and other
committees shall be conducted.  The executive committee shall be composed of two
(2) or more directors or officers of this corporation, or persons holding the
position of regional administrator.  The Chairman of the Board of Directors and
the President of the corporation may be ex-officio members of the executive
committee with voting privileges when in attendance at meetings legally called
and held.  The executive committee and other committees shall keep regular
minutes of their proceedings and shall report to the Board of Directors when
required.

        Meetings of the executive committee shall be held at the principal
office of the corporation, or at any place which has been designated from time
to time by resolution of the executive committee or by written consent of all
members thereof, and may be called by the Chairman of the Board, the President,
any Vice President who is a member of the executive committee, or any two (2)
members thereof, upon written notice to the members of the executive committee
of the time and place of such special meeting given in the manner provided for
the giving of written notice to members of the Board of Directors of the time
and place of special meetings of the Board of Directors; vacancies in the
membership of the executive committee may be filled by the Board of Directors;
subject to the provisions contained in paragraph 25 of these Bylaws, a majority
of the authorized number of members of the executive committee shall constitute
a quorum for the transaction of business; and transactions of any meeting of the
executive committee, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present and if, either before or after the meeting, each of the
members not present signs a written waiver of notice or consent to holding such
meeting or approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

   14.  (a)  Number of Directors.  Within the limitations specified in
             -------------------                                      
paragraph 14(b) below, the number of directors which shall constitute the whole
Board of Directors shall be fixed by a resolution adopted by the affirmative
vote of a majority of the entire Board of Directors.

        (b)  Limitations on Size of Board.  As provided in Article Fifth of the
             ----------------------------                                      
Articles of Incorporation, the number of Directors may not be less than 6 nor
more than 11 persons, with the exact number to be fixed from time to time by a
resolution adopted by the affirmative vote of the Board of Directors or by a
Bylaw duly adopted by the Board of Directors.

        (c)  Election and Term of Office.  The Board of Directors shall be 
             ---------------------------
divided into three classes, with the term of office of one class expiring each
year. The directors shall be apportioned equally among the three classes. The
directors whose three-year terms have ended shall be elected at each annual
meeting of shareholders by a plurality of the votes cast at such meeting by
<PAGE>
 
such shareholders voting either in person or by proxy. Except with respect to
the first Board of Directors (who shall hold office as provided by Article Fifth
of the Articles of Incorporation), each director so elected shall hold office
until the third annual meeting of shareholders following such election, but if
any such annual meeting is not held or if the directors not elected thereat, the
directors then in office shall hold such office until their successors are
elected. Such successors may be elected at any special meeting of shareholders
held for that purpose and so noticed.

        When the number of directors is increased, the Board of Directors shall
apportion additional directorships in such manner as to equalize the three
classes as they may from time to time be constituted.  No decrease in the number
of directors occurring pursuant to a resolution of the Board of Directors shall
shorten the current term of any director then holding office.

        Except for paragraph 14(a) above, the provisions of this paragraph 14
may not be amended except by vote of two-thirds of the entire authorized number
of Directors and by vote of holders of two-thirds of all of the issued and
outstanding shares of each class of the capital stock of the corporation, even
though the right to vote any class of such stock is otherwise restricted or
denied.

   15.  (a)  A person (except an executive officer who is a director and his
or her replacement) who is not an Independent Director (as that term is
hereinafter defined) may only be elected to the Board of Directors if following
such election, the Board of Directors would consist of a majority of Independent
Directors.

        A person shall be an Independent Director if (i) such person is not an
officer or employee of the corporation or any subsidiary thereof; and (ii)
neither such person nor any direct or indirect employer thereof nor any
affiliate (as that term is defined in the federal securities law) of such person
or employer or immediate family member of such person has, since the beginning
of the corporation's third prior fiscal year, been a party to any transaction or
series of transactions with or received payments from the corporation or its
subsidiaries (other than the payment of directors' fees, pension payments and/or
deferred compensation payments) where the aggregate amount involved exceeded
$120,000.00 during the three prior fiscal years.  No person shall be
disqualified from being an "Independent Director" solely as a result of the
participation by such person, such employer, such affiliate or family member in
any transaction with the corporation or its subsidiaries or as a result of
payments from the corporation or its subsidiaries where:  (y)  the transaction
or payments relate to services as a bank depository of funds, transfer agent,
registrar, trustee under a trust indenture, or similar services as a common or
contract carrier or public utility; or (z) the interest of such person,
employer, affiliate or family member arises solely from the ownership of
securities of an entity which is a party to a transaction with the corporation
or its subsidiaries or receives payments from the corporation or its
subsidiaries and such person, employer, affiliate or family member beneficially
owns less than 5% of the outstanding securities of such entity.
<PAGE>
 
   16.  Vacancies.  Vacancies on the Board of Directors may be filled by a
        ---------                                                         
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office for the
remainder of the unexpired term of his predecessor.

        A vacancy or vacancies in the Board of Directors shall be deemed to
exist in the case of death, resignation, or removal of any director, or if the
authorized number of directors shall be increased, or if the shareholders fail,
at any annual or special meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.

        If the Board of Directors accepts the resignation of a director tendered
to take effect at a future time, the Board shall have the power to elect a
successor to take office when the resignation is to become effective.

        No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his term of office.

   17.  Compensation of Directors.  Directors, as such, shall not receive any
        -------------------------                                            
stated salaries for their services, but, by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors;
provided that nothing herein contained shall be construed to preclude any
directors from serving the corporation in any other capacity and receiving
compensation therefor.  Members of the executive committee and other committees
may be allowed like compensation and expenses for attending meetings of the
committees.

   18.  Removal of Directors.  The entire Board of Directors or any individual
        --------------------                                                  
director may be removed from office by the vote or written consent of
shareholders representing not less than two-thirds of the issued and outstanding
shares of each class of stock of the corporation, and entitled to vote at an
election of directors.  In case the Board of any one (1) or more directors be so
removed, new directors may be elected at the same meeting.

                              MEETING OF DIRECTORS

   19.  Place of Meeting.  The Board of Directors may hold its meetings at any
        ----------------                                                      
place within or without the State of Nevada designated from time to time by
resolution of the Board or by written consent of all the members of the Board.
In the absence of such designation, meetings shall be held at the principal
office of the corporation in the State of Nevada. Any regular or special meeting
is valid wherever held if held upon written consent of all the members of the
Board of Directors, given either before or after the meeting and filed with the
Secretary of the Corporation.

<PAGE>
 
   20.  Regular Meetings  Regular meetings of the Board of Directors may be
        ----------------                                                   
held without notice at such time as shall from time to time be determined by the
Board of Directors, provided notice of any change in the time or place of any
such meeting be sent to all the directors.

   21.  Special Meetings and Notice Thereof.  Special meetings of the Board of
        -----------------------------------                                   
Directors may be called by the Chairman of the Board, or, if he is absent or is
unable or refuses to act, by the President, or, if he is absent or is unable or
refuses to act, on the order by any two (2) directors, on two (2) days' written
notice to each director, either personally, by mail, or by other form of written
communication. If the address of a director is not shown on the records and is
not readily ascertainable, such notice shall be addressed to him at the city or
place in which the meetings of the directors are regularly held.

   22.  Quorum.  At all meetings of the Board of Directors a majority of the
        ------                                                              
number of directors fixed in paragraph 14 of these Bylaws shall be necessary and
sufficient to constitute a quorum for the transaction of business, and every act
or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present is the act of the directors, unless a
greater number is required by law, these Bylaws, or the Articles of
Incorporation.

   23.  Adjournment.  A quorum of the directors may adjourn any directors'
        -----------                                                       
meeting to meet again at a stated day and hour; provided, however, that in the
absence of a quorum, a majority of the directors present at any directors'
meeting, either regular or special, may adjourn from time to time until the time
fixed for the next regular meeting of the Board.

   24.  Action Without Meeting.  Any action required or permitted to be taken
        ----------------------                                               
by the Board of Directors or a Committee of Directors under any provision of the
laws of the State of Nevada or of these Bylaws may be taken without a meeting of
the Board or Committee if all members of the Board or Committee individually or
collectively shall consent in writing to such action.  Such written consent or
consents shall be filed with the minutes of the proceedings of the Board or
Committee, as the case may be, and such action by written consent shall have the
same force and effect as a unanimous vote of the Board of Directors or Committee
of Directors.

                                CONSULTING BOARD

   25.  Appointment and Membership.  Annually, after each election of
        --------------------------                                   
directors, the Board of Directors shall appoint an executive committee
designated the "Consulting Board" for each hospital and each dialysis center
owned or operated by the corporation. Each Consulting Board shall consist of not
less than three (3) but no more than six (6) members, with the exact number to
be determined by the Board of Directors. At least one (1) member of the
Consulting Board shall be an officer of the corporation. The Chairman of the
Board of Directors and the President of the corporation may appoint up to four
(4) ex-officio members of each Consulting Board with voting privileges when in
attendance in person or by proxy at meetings legally called and held. The ex-
officio members, together
<PAGE>
 
with the members who are officers of the corporation shall at all times,
constitute a majority of the members of each Consulting Board.

        Each Consulting Board shall adopt bylaws in accordance with the
standards promulgated by the Joint Commission on Accreditation of Hospitals for
governing bodies of hospitals or by the Social Security Administration,
Department of Health, Education and Welfare, for governing bodies of hospitals
and with their community responsibility, identifying the purpose of each
facility and the means of their fulfillment, but such bylaws shall not be
inconsistent with these Bylaws.

   26.  Tenure and Removal.  The consulting board shall hold office until the
        ------------------                                                   
next annual appointment by the Board of Directors or until successors are
selected by it, but the Board of Directors may at any time remove any member of
the consulting board and appoint a successor.

   27.  Power and Duties.  Each consulting board shall be responsible for and
        ----------------                                                     
have the power to conduct the operations of the hospital for which it is
appointed. However, its power shall be limited to governing those operations and
to acting as liaison with the Board of Directors, the administrative staff, and
the medical staff of the respective facility. Subject to the foregoing
definition and limitation, each consulting board shall fulfill all of the
functions of the "governing body" as that term is defined in the Standards
promulgated by the Joint Commission on Accreditation of Hospitals or by the
Social Security Administration, Department of Health, Education and Welfare, and
its powers and duties shall be governed by its bylaws attached hereto and
incorporated herein by this reference, and the powers, duties and
responsibilities of each consulting board shall be limited to and be as set
forth in said bylaws of each consulting board.

   28.  Meetings and Procedure.  The consulting board shall keep regular
        ----------------------                                          
minutes of its proceedings and shall report to the Board of Directors when
required.  Meetings of the consulting board shall be held and conducted in
accordance with the applicable provisions of paragraph 14 of these Bylaws.

                                    OFFICERS

   29.  Officers.  The officers of the corporation shall consist of a Chairman
        --------                                                              
of the Board,  a President, one or more Vice Presidents (any number of whom may
be designated Executive Vice President or any such other designation as the
Board of Directors shall determine), a Secretary, a Resident Agent and a
Treasurer, who shall be chosen by the Board of Directors.  The order of
seniority of the Vice Presidents shall be in the order of their nomination,
unless otherwise determined by the Board of Directors.  All officers of the
corporation shall hold office at the pleasure of the Board of Directors.  The
Board of Directors may choose additional Vice Presidents, one or more Assistant
Secretaries, and Assistant Treasurers.  The Chairman of the Board and the
President may 
<PAGE>
 
also choose one or more Assistant Secretaries and Assistant Treasurers. Any two
or more offices, except those of President and Secretary, may be held by the
same person.

   30.  Election.  The Board of Directors, at its first meeting after each
        --------                                                          
annual meeting of shareholders, shall choose a chairman of the Board, a
President, one or more Vice Presidents, a Secretary and a Treasurer.

   31.  Other Officers and Agents.  The Board of Directors may appoint at such
        -------------------------                                             
time, or at such other time or times as the business of the corporation may
require, such other officers and agents as they shall deem necessary, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors.

   32.  Compensation.  The compensation of all officers of the corporation
        ------------                                                      
shall, and compensation of employees may, be fixed from time to time by the
Board of Directors and may be changed from time to time by it in its sole
discretion.

   33.  Vacancy and Resignation.  If the office of any officer becomes vacant
        -----------------------                                              
for any reason, the vacancy shall be filled by the Board of Directors.  Subject
to any applicable contractual arrangements, any director or officer may resign
his office at any time, such resignation to be made in writing and to take
effect from the time of its receipt by the corporation, unless some time be
fixed in the resignation, and then from that time.  The acceptance of a
resignation shall not be required to make it effective.

   34.  The Chairman of the Board.  The Chairman of the Board shall preside at
        -------------------------                                             
all meetings of the shareholders and directors, shall in the absence or
disability of the President perform the duties and exercise the powers of the
President, shall be ex-officio member of the executive and other committees,
shall see that all orders and resolutions of the Board of Directors are carried
into effect, and shall have the general powers and duties of management usually
vested in the Chairman of the Board of a corporation, together with such other
powers and duties as may be determined from time to time by the Board of
Directors.

   35.  The President.  The President, in the absence or disability of the
        -------------                                                     
Chairman of the Board, shall perform the duties and exercise the powers of the
Chairman of the Board, shall be an  ex-officio member of the executive and other
committees, and shall have the general powers and duties of management usually
vested in the office of the President of a corporation, together with such other
powers and duties as may be determined from time to time by the Board of
Directors.

   36.  The Executive Vice President and Vice Presidents.  The Executive Vice
        ------------------------------------------------                     
President, in the absence or disability of the Chairman of the Board and the
President, shall perform the duties and exercise the powers of the President,
together with such other powers and duties as may be determined from time to
time by the Board of Directors.  The other Vice Presidents, in the absence 
<PAGE>
 
or disability of the Chairman of the Board, the President and the Executive Vice
President shall, in the order of their seniority, perform the duties and
exercise the powers of the President, and shall perform such other duties as may
be determined from time to time by the Board of Directors.

   37.  The Secretary.  The Secretary shall attend all sessions of the Board
        -------------                                                       
and all meetings of the shareholders and record all votes and minutes of all
proceedings in a book to be kept for that purpose at the principal office of the
corporation or at such other place as the Board of Directors may from time to
time determine.  He shall keep at the principal office for the transaction of
the business of the corporation the original or a copy of the Bylaws amended or
otherwise altered to date, certified by him.  There shall be kept at the
principal office of the corporation or at the office of the transfer agent a
share register or a duplicate share register, showing the names of the
shareholders and their addresses, the number and class of shares held by each,
the number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered for cancellation.  He shall
give such notices as may be required by law or these Bylaws.  In addition, he
shall exercise such other powers and perform such other duties as shall be
determined by the Board of Directors.

   38.  Assistant Secretaries.  The Assistant Secretaries, in the order of
        ---------------------                                             
their seniority, shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary, and shall perform such
other duties as the Board of Directors, the Chairman of the Board or the
President shall prescribe.

   39.  The Treasurer.  The Treasurer shall have the custody of the corporate
        -------------                                                        
funds and securities and shall keep adequate and correct accounts of the
corporate properties and business transactions.  He shall disburse the funds of
the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, shall render to the Chairman of the Board, the
President and Directors, at the regular meetings of the Board of Directors or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation, and shall exercise such other
powers and perform such other duties as shall be determined by the Board of
Directors.

   40.  Assistant Treasurers.  The Assistant Treasurers, in the order of their
        --------------------                                                  
seniority, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer, and shall perform such other
duties as the Board of Directors, the Chairman of the Board or the President
shall prescribe.

                                    NOTICES

   41.  Written Notice.  Notices to directors and shareholders shall be in
        --------------                                                    
writing and delivered personally or mailed to the directors or shareholders at
their addresses appearing on the books of the corporation.  Notice by mail shall
be deemed to be given at the time when the same shall be mailed.  
<PAGE>
 
Notice to directors may also be given by facsimile, telegram or any other manner
permitted by these Bylaws.

   42.  Consent.  Whenever all parties entitled to vote at any meeting, 
        -------                                                        
whether of directors or shareholders, consent, either by a writing on the
records of the meeting or filed with the Secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meeting
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meetings; and such consent or approval of shareholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.

   43.  Waiver.  Whenever any notice whatever is required to be given under
        ------                                                             
the provisions of the statutes, of the Articles of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                 MISCELLANEOUS

   44.  Certificate for Shares.  The certificate for shares shall be numbered
        ----------------------                                               
and registered as they are issued.  They shall exhibit the holder's name, the
number, designation, if any, and class or series of shares represented thereby,
the par value of the shares or a statement that such shares are without par
value, and shall be signed by the President or Vice President and the Secretary
or an Assistant Secretary, or be authenticated by facsimiles of the signatures
of the President and Secretary or by facsimile of the signature of the President
and the written signature of the Secretary or an Assistant Secretary, provided,
however, every certificate for shares authenticated by a facsimile of a
signature shall be countersigned by a transfer agent or transfer clerk and be
registered by an incorporated bank or trust company as registrar of transfers
before issuance.

        When the corporation is authorized to issue shares of more than one
series of any class, there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation will
furnish to any shareholder upon request and without charge, a full or summary
statement of the designations, preferences and relative, participating, optional
or other special rights of the various classes of stock or series thereof and
the qualifications, limitations or restrictions of such rights, and, if the
corporation shall be authorized to issue only special stock, such certificate
shall set forth in full or summarize the rights of the holders of such stock.
<PAGE>
 
   45.  Registered Shareholders.  The corporation shall be entitled to treat
        -----------------------                                             
the holder of record of any share or shares as the holder in fact thereof, and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.

   46.  Lost Certificates.  The Board of Directors may direct a new
        -----------------                                          
certificate or certificates to be issued in place of any certificate or
certificate theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate for shares to be lost or destroyed.  When authorizing such issue
of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.

   47.  Record Date and Closing of Transfer Books.  The Board of Directors may
        -----------------------------------------                             
fix a time in the future as a record for the determination of the shareholders
entitled to notice of and to vote at any meeting of shareholders or entitled to
receive any dividend or distribution, or any allotment of rights, or to exercise
rights in respect to any change, conversion, or exchange of shares.  The record
date so fixed shall be not more than sixty (60) days prior to the date of the
meeting or event for the purposes for which it is fixed.  When a record date is
so fixed, only shareholders of record on that date are entitled to notice of and
to vote at the meeting or to receive the dividend, distribution, or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date.
The Board of Directors may close the books of the corporation against transfers
of shares during the whole or any part of a period not more than sixty (60) days
prior to the date of  shareholders' meeting, the date when the right to any
dividend, distribution, or allotment of right vests, or the effective date of
any change, conversion, or exchange of shares.

   48.  Representation of Shares of other Corporations.  The Chairman of the
        ----------------------------------------------                      
Board, the President or any Vice President and the Secretary or Assistant
Secretary of this corporation are authorized to vote, represent, and exercise on
behalf of this corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation.  The
authority herein granted to said officers to vote or represent on behalf of this
corporation any and all shares held by this corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
other person authorized so to do by proxy or power of attorney duly executed by
said officers.

   49.  Dividends.  Dividends upon the capital stock of the corporation,
        ---------                                                       
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any 
<PAGE>
 
regular or special meeting pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
Articles of Incorporation.

        Before payment of any dividend, there may be set aside out of any funds
of the corporation available for dividends such sum or sums as the directors
from time to time, in their absolute discretion, think proper as a reserve or
for repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.

   50.  Checks.  All checks or demands for money and notes of the corporation
        ------                                                               
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

   51.  Fiscal Year.  The fiscal year of the corporation shall be fixed by
        -----------                                                       
resolution of the Board of Directors.

   52.  Seal.  The corporate seal shall have inscribed thereon the name of the
        ----                                                                  
corporation, the year of its incorporation and the words "Corporate Seal,
Nevada."

                                   AMENDMENTS

   53.  Power of Shareholders.  Except as otherwise provided in these Bylaws
        ---------------------                                               
and the Articles of Incorporation, new Bylaws may be adopted or these Bylaws may
be amended or repealed by the vote or written consent of shareholders
representing not less than a majority of the issued and outstanding stock of the
corporation entitled to vote at any meeting of shareholders called for such
purpose, provided however that Paragraphs 6, 7, 12, 54, 55-60 and this Paragraph
may be amended only by vote of the holders of sixty-six and two-thirds percent
(66 2/3%) of the entire number of shares of each class, voting separately, of
the outstanding stock of the corporation (even though the right of any class to
vote is otherwise restricted or denied).

   54.  Power of Directors.  Except as otherwise provided and subject to the
        ------------------                                                  
right of the shareholders to adopt, amend or repeal Bylaws as provided in
Paragraph 53, a majority of the quorum of the Board of Directors may adopt,
amend or repeal any of these Bylaws; provided, however, that Paragraphs 6, 7,
12, 53,55-60 and this Paragraph may be amended or repealed only by vote of
eighty percent (80%) of the total number of Directors and the holders of sixty-
six and two-thirds percent (66 2/3%) of the entire number of shares of each
class, voting separately, of the outstanding stock of the corporation (even
though the right of any class to vote is otherwise restricted or denied.)
<PAGE>
 
                                INDEMNIFICATION

   55.  Indemnification.  The corporation shall, unless prohibited by Nevada
        ---------------                                                     
Law, indemnify any person (an "Indemnitee") who is or was involved in any manner
(including, without limitation, as a party or a witness) or is threatened to be
so involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative, including
without limitation, any action, suit or proceeding brought by or in the right of
the corporation to procure a judgment in its favor (collectively, a
"Proceeding") by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other entity or
enterprise, against all Expenses and Liabilities actually and reasonably
incurred by him in connection with such Proceeding.  The right to
indemnification conferred in this Article shall be presumed to have been relied
upon by the directors, officers, employees and agents of the corporation and
shall be enforceable as a contract right and inure to the benefit of heirs,
executors and administrators of such individuals.

   56.  Indemnification Contracts.  The Board of Directors is authorized on
        -------------------------                                          
behalf of the corporation, to enter into, deliver and perform agreements or
other arrangements to provide any Indemnitee with specific rights of
indemnification in addition to the rights provided hereunder to the fullest
extent permitted by Nevada law.  Such agreements or arrangements may provide (i)
that the Expenses of the officers and directors incurred in defending a civil or
criminal action, suit or proceeding, must be paid by the corporation as they are
incurred and in advance of the final disposition of any such action, suit or
proceeding provided that, if required by Nevada law at the time of such advance,
the officer or director provides an undertaking to repay such amounts if it is
ultimately determined by a court of competent jurisdiction that such individual
is not entitled to be indemnified against such expenses, (ii) that the
Indemnitee shall be presumed to be entitled to indemnification under this
Article or such agreement or arrangement and the corporation shall have the
burden of proof to overcome that presumption, (iii) for procedures to be
followed by the corporation and the Indemnitee in making any determination of
entitlement to indemnification or for appeals therefrom and (iv) for insurance
or such other Financial Arrangements described in Paragraph 57 of this Article,
all as may be deemed appropriate by the Board of Directors at the time of
execution of such agreement or arrangement.

   57.  Insurance and Financial Arrangements.  The corporation may, unless
        ------------------------------------                              
prohibited by Nevada Law, purchase and maintain insurance or make other
financial arrangements ("Financial Arrangements") on behalf of any Indemnitee
for any liability asserted against him and liability and expenses incurred by
him in his capacity as a director, officer, employee or agent, or arising out of
his status as such, whether or not the corporation has the authority to
indemnify him against such liability and expenses.  Such other Financial
Arrangements may include (i) the creation of a trust fund, (ii) the
establishment of a program of self-insurance, (iii) the securing of the
corporation's obligation 
<PAGE>
 
of indemnification by granting a security interest or other lien on any assets
of the corporation, or (iv) the establishment of a letter of credit, guaranty or
surety.

   58.  Definitions.    For purposes of this Article:
        -----------                                  

        58.1  Expenses.  The word "Expenses" shall be broadly construed and,
              --------                                                      
without limitation, means (i) all direct and indirect costs incurred, paid or
accrued, (ii) all attorneys' fees, retainers, court costs, transcripts, fees of
experts, witness fees, travel expenses, food and lodging expenses while
traveling, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service, freight or other transportation fees and expenses,
(iii) all other disbursements and out-of-pocket expenses, (iv) amounts paid in
settlement, to the extent permitted by Nevada Law, and (v) reasonable
compensation for time spent by the Indemnitee for which he is otherwise not
compensated by the corporation or any third party, actually and reasonably
incurred in connection with either the appearance at or investigation, defense,
settlement or appeal of a Proceeding or establishing or enforcing a right to
indemnification under any agreement or arrangement, this Article, the Nevada Law
or otherwise; provided, however, that "Expenses" shall not include any judgments
or fines or excise taxes or penalties imposed under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") or other excise taxes or
penalties.

        58.2  Liabilities.  "Liabilities" means liabilities of any type 
              -----------
whatsoever, including, but not limited to, judgments or fines, ERISA or other
excise taxes and penalties, and amounts paid in settlement.

        58.3  Nevada Law.  "Nevada Law" means Chapter 78 of the Nevada Revised
              ----------                                                      
Statutes as amended and in effect from time to time or any successor or other
statues of Nevada having similar import and effect.

        58.4  This Article.  "This Article" means Paragraphs 55 through 60 of 
              ------------
these Bylaws or any portion of them.

   59.  Power of Stockholders.  Paragraphs 55 through 60, including this
        ---------------------                                           
Paragraph, of these Bylaws may be amended by the stockholders only by vote of
the holders of sixty-six and two-thirds percent (66-2/3%) of the entire number
of shares of each class, voting separately, of the outstanding capital stock of
the corporation (even though the right of any class to vote is otherwise
restricted or denied); provided, however, no amendment or repeal of this Article
shall adversely affect any right of the Indemnitee existing at the time such
amendment or repeal becomes effective.

   60.  Power of Directors.  Paragraphs 55 through 59 of this Paragraph of
        ------------------                                                
these Bylaws may be amended or repealed by the Board of Directors only by vote
of eighty percent (80%) of the total number of Directors and the holders of
sixty-six and two-thirds percent (66-2/3%) of the entire number of shares of
each class, voting separately, of the outstanding capital stock of the
corporation 
<PAGE>
 
(even though the right of any class to vote is otherwise restricted or denied);
provided, however, no amendment or repeal of this Article shall adversely affect
any right of the Indemnitee existing at the time such amendment or repeal
becomes effective.